0001104659-16-164557.txt : 20161230 0001104659-16-164557.hdr.sgml : 20161230 20161230160608 ACCESSION NUMBER: 0001104659-16-164557 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161228 FILED AS OF DATE: 20161230 DATE AS OF CHANGE: 20161230 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Centennial Resource Development, Inc. CENTRAL INDEX KEY: 0001658566 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 475381253 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1401 17TH STREET STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 720-441-5515 MAIL ADDRESS: STREET 1: 1401 17TH STREET STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Silver Run Acquisition Corp DATE OF NAME CHANGE: 20151117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Run Sponsor Manager, LLC CENTRAL INDEX KEY: 0001667431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 162077658 BUSINESS ADDRESS: STREET 1: C/O SILVER RUN ACQUISITION CORPORATION STREET 2: 1000 LOUISIANA STREET, SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 357-1400 MAIL ADDRESS: STREET 1: C/O SILVER RUN ACQUISITION CORPORATION STREET 2: 1000 LOUISIANA STREET, SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RIVERSTONE HOLDINGS LLC CENTRAL INDEX KEY: 0001247497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 162077660 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-271-6252 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Holdings II (Cayman) Ltd. CENTRAL INDEX KEY: 0001693263 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 162077662 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REL US Centennial Holdings, LLC CENTRAL INDEX KEY: 0001692660 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 162077667 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REL IP General Partner LP CENTRAL INDEX KEY: 0001692835 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 162077666 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Run Sponsor, LLC CENTRAL INDEX KEY: 0001665629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 162077659 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 1450 STREET 2: C/O RIVERSTONE EQUITY CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7133571400 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 1450 STREET 2: C/O RIVERSTONE EQUITY CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REL IP General Partner Ltd CENTRAL INDEX KEY: 0001692862 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 162077665 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone VI Centennial QB Holdings, L.P. CENTRAL INDEX KEY: 0001692648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 162077661 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Energy Ltd Investment Holdings, LP CENTRAL INDEX KEY: 0001693264 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 162077663 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 a4.xml 4 X0306 4 2016-12-28 0 0001658566 Centennial Resource Development, Inc. CDEV 0001692660 REL US Centennial Holdings, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692835 REL IP General Partner LP C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692862 REL IP General Partner Ltd C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001693264 Riverstone Energy Ltd Investment Holdings, LP C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001693263 Riverstone Holdings II (Cayman) Ltd. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001692648 Riverstone VI Centennial QB Holdings, L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001247497 RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001665629 Silver Run Sponsor, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 0001667431 Silver Run Sponsor Manager, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 19TH FLOOR NEW YORK NY 10019 0 0 1 0 Class A Common Stock 2016-12-28 4 A 0 3473590 14.54 A 104858590 I See footnote Series B Preferred Stock 2016-12-28 4 A 0 104400 3635.00 A Class A Common Stock 26100000 104400 I See footnotes Includes 750,421 shares held of record by REL US Centennial Holdings, LLC ("REL US"), 2,538,780 shares held of record by Riverstone VI Centennial QB Holdings, L.P. ("Riverstone QB Holdings"), and 184,389 shares held of record by Riverstone Non-ECI USRPI AIV, L.P. ("Riverstone Non-ECI") of Class A Common Stock. Includes 22,554 shares held of record by REL US, 76,304 shares held of record by Riverstone QB Holdings, and 5,542 shares held of record by Riverstone Non-ECI of Series B Preferred Stock. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC. Riverstone Holdings, LLC is the sole shareholder of Riverstone Energy GP VI Corp., which is the managing member of Riverstone Energy GP VI, LLC, which is the general partner of Riverstone Energy Partners VI, L.P., which is the general partner Riverstone QB Holdings. Riverstone Energy GP VI, LLC is managed by an eight person managing committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, Michael B. Hoffman, N. John Lancaster, Andrew W. Ward, Mark G. Papa and, on a rotating basis, one of E. Bartow Jones, Baran Tekkora and Robert M. Tichio. (continued) The members of the managing committee of Riverstone Energy GP VI Corp., Riverstone Energy GP VI, LLC and Riverstone Energy Partners VI, L.P. may be deemed to share beneficial ownership of the securities held of record by Riverstone QB Holdings. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. (continued) David Leuschen and Pierre F. Lapeyre, Jr. are the sole shareholders of Riverstone Holdings II (Cayman) Ltd. Riverstone Holdings II (Cayman) Ltd. is the general partner of Riverstone Energy Limited Investment Holdings, LP, which is the sole shareholder of REL IP General Partner Limited, which is the general partner of REL IP General Partner LP, which is the managing member of REL US. Each of Messrs. Leuschen and Lapeyre, Riverstone Holdings II (Cayman) Ltd., Riverstone Energy Limited Investment Holdings, LP, REL IP General Partner Limited and REL IP General Partner LP may be deemed to share beneficial ownership of the securities held of record by REL US. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. (continued) Riverstone Non-ECI GP Ltd. is the sole member of Riverstone Non-ECI Cayman GP LLC, which is the general partner of Riverstone Non-ECI Partners GP (Cayman), L.P. which is the sole member of Riverstone Non-ECI USRPI AIV GP, L.L.C. which is the general partner of Riverstone Non-ECI. Riverstone Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Non-ECI GP Ltd., Riverstone Non-ECI Cayman GP LLC Riverstone Non-ECI Partners GP (Cayman), L.P. and Riverstone Non-ECI USRPI AIV GP, L.L.C. may be deemed to share beneficial ownership of the securities held of record by Riverstone Non-ECI. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Silver Run Manager is the managing member of Silver Run Sponsor. Riverstone Holdings is the managing member of Silver Run Manager. Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Holdings and have or share voting and investment discretion with respect to the securities held of record by Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims any such beneficial ownership of such securities. The Series B Preferred Stock has no expiration date and will automatically convert into shares of Class A Common Stock on a 250-to-1 basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like) upon receipt by the Issuer of stockholder approval for the issuance of the shares of Class A Common Stock issuable upon conversion of the Series B Preferred Stock. Due to the limitations of the electronic filing system, each of the Riverstone Non-ECI USRPI AIV, L.P.; Riverstone Non-ECI USRPI AIV GP, L.L.C.; Riverstone Non-ECI Partners GP (Cayman), L.P.; Riverstone Non-ECI GP Cayman LLC; Riverstone Non-ECI GP Ltd.; Riverstone Energy Partners VI, L.P.; Riverstone Energy GP VI, LLC; Riverstone Energy GP VI Corp; David M. Leuschen, and Pierre F. Lapeyre Jr. are filing a separate Form 4. REL US Centennial Holdings, LLC by: REL IP General Partner LP, its managing member by: REL IP General Partner Limited, its general partner by: /s/ Thomas J. Walker, Director 2016-12-30 REL IP General Partner LP by: REL IP General Partner Limited, its general partner by: /s/ Thomas J. Walker, Managing Director 2016-12-30 REL IP General Partner Limited by: /s/ Thomas J. Walker, Director 2016-12-30 Riverstone Energy Limited Investment Holdings, LP by: Riverstone Holdings II (Cayman) Ltd., its general partner by: David M. Leuschen, Director by: /s/ Thomas J. Walker, attorney-in-fact 2016-12-30 Riverstone Holdings II (Cayman) Ltd. by: David M. Leuschen, Director by: /s/ Thomas J. Walker, attorney-in-fact 2016-12-30 Riverstone VI Centennial QB Holdings, L.P. by: Riverstone Energy Partners VI, L.P., its general partner by: Riverstone Energy GP VI, LLC, its general partner by: /s/ Thomas J. Walker, Managing Director 2016-12-30 Riverstone Holdings LLC by: Thomas J. Walker, Authorized Person 2016-12-30 Silver Run Sponsor, LLC by: Silver Run Sponsor Manager, LLC, its managing member by: Thomas J. Walker, Managing Director 2016-12-30 Silver Run Sponsor Manager, LLC by: Thomas J. Walker, Managing Director 2016-12-30